1. General
GoZero Limited offers specialist consultancy and support services in the fields of carbon calculation, environmental and quality management (“Services”) so that prospective and existing Clients will be able to demonstrate conformity of systems and factual statements to customers and end-users.
2. Scope of Contract
2.1 This document, together with the application for quote, the quotation document, (when accepted and signed by the Client) and the terms of use of the GoZero software and logos (“Terms of Use”) shall form the terms and conditions between the parties (“the Contract”).
2.2 The scope of the Contract includes the activities and outputs detailed in the quote and inception plan (if applicable). Any additional work outside the scope of Contract may be additionally charged at an hourly or daily rate.
2.3 No terms and conditions of the Client shall apply to the Contract.
2.4 This document describes the rights, responsibilities and duties of BOM Systems, and the business or organisation, as identified in the Contract (the “Client”), whose System(s) and factual statements (“System”– refers to the organisational structure, responsibilities, activities, carbon footprints, carbon reduction plans and associated publications, resources and events that together provide coherent procedures and methods of implementation to ensure the Client can meet the standard(s) (the “Standard”)) have been supported and/or developed by BOM Systems.
2.5 Any statement or calculation issued by BOM Systems, or its GoZero software, covers only those items and activities listed within the scope of the Client’s System as recorded by or for BOM Systems,.
2.6 The Client remains solely liable for any defect in its data entry, data provision, products, services or system and shall defend, protect and indemnify BOM Systems, from any claim, liability and all defect, loss, cost, expense arising out of or in connection with the said products, services or System.
3. IP Rights and Licenses
3.1 The GoZero intellectual property rights, titles and interests in all service mark(s), trademark(s), other names or logos, copyright works and inventions remain the property of GoZero and cannot be sold or licensed by the Client.
3.2 GoZero shall award a license to the Client to use its IP including software (if applicable) and logos (if applicable) for the duration of this Contract when used in accordance with the applicable Terms of Use (as amended from time to time), which are available on request.
3.3 GoZero reserves the right to audit the use of logos and/or marks. GoZero reserves the right to substitute or withdraw the right to use any or all IP at any time in the event of noncompliance with the Terms of Use or should the Contract be terminated, for whatever reason.
3.4 GoZero reserves the right to investigate any infringements of trademark, service mark and intellectual property rights.
4. Obligations of GoZero
4.1 GoZero will appoint competent personnel to conduct consultancy and support as agreed in a quote or contract in accordance with GoZero Quality Management System requirements.
4.2 GoZero will ensure that support activities are delivered at a frequency determined by GoZero and the client to effectively deliver the outcomes, activities and services identified in the quote and/or contract.
4.3 GoZero will issue appropriate documentation on successful completion of the quoted work.
5. Obligations of the Client
5.1 The Client agrees to comply with any conditions set by GoZero for activities required to ensure the client is in a position of readiness for any third-party certification, verification or validation audits. This may require internal resources from the client.
5.2 The Client consents to GoZero using outsourced resources in the delivery of its obligations appertaining to this Contract.
5.3 The Client shall ensure that its System complies with the current versions of the rules, regulations and Standard(s) against which it is certified. Current versions of the rules, regulations and Standards can be obtained from the respective websites of the Accreditation Body, or from GoZero or from the Standards issuing authority.
5.4 The Client agrees to allow GoZero access to staff, management systems, documents and records as required to meet the objectives of contracted works, including both on-site and off-site access as appropriate and agreed.
5.5 The Client recognises that:
- Initial Certification, verification or validation will only be granted once all non-compliances raised by the Certification Body are corrected. Whilst GoZero will advise and support the client in satisfactorily addressing these, the client may have to implement and resource activities, processes and procedures independently of GoZero.
- On-going certification is reliant on continued compliance with the standards, rules and regulations of the relevant Certification Body, which may change from time to time, including the requirement to address any non-conformances. While GoZero will advise and support the client through any changes and requirements for continued certification, changes and requirements by the Certification Body are outside the control of GoZero and GoZero accepts no liability for these changes.
5.6 The Client shall inform GoZero promptly of any significant changes to its product(s), services, resources, management, system or any other circumstances, which may materially impact on its management systems, carbon emissions, or certification scope, for example but without limitation: change of site, additional sites, change of process, change of ownership, change of scope.
6. Terms and Conditions
This Contract constitutes the sole obligations to be undertaken by GoZero, and the sole rights and remedies of the Client.
7. Client Warranty
7.1 The Client hereby warrants the completeness and accuracy of all documents and accuracy of all information supplied to GoZero for the purposes of the Contract, both at the time of supply and subsequently. The Client further warrants that in the event that it discovers that certain information provided is not accurate or complete, it will notify GoZero of this as soon as it becomes aware of it. The client also indemnifies GoZero against any issues, claims or disputes arising from incomplete or inaccurate information being supplied to GoZero by the client or an agreed upon third-party.
8. Services Fees
8.1 Services Fees are quoted (and amended from time to time) for services agreed to be supplied pursuant to the Contract (“Services Fees”) on the assumption that the information supplied by the Client was accurate and complete.
8.2 Expenses and disbursements may be charged separately in accordance with the quoted terms.
8.3 Any service required or supplied additional to the agreed services will be charged at GoZero ’s rates current at the time of supply of such services.
8.4 Services Fees may be reviewed and amended from time to time, normally but not exclusively on an annual basis.
8.5 Payment is due as per the stated terms on the invoice. Payment shall be made in full, without set off or deduction.
8.6 In the event that any payment is not made when due, GoZero reserves the right to charge interest (at the statutory rate on commercial debts then applicable) from the due date until payment in full, and/or suspend the provision of all Services and/or terminate the Contract, without prejudice to GoZero ’s other rights and remedies.
8.7 All fees and expenses quoted are exclusive of all taxes including but not limited to value added or sales tax, which will be charged at the current rate of the Country in which the services are supplied.
9. Postponement (recovery of administrative costs)
If the Client postpones all or part of the services with less than 10 working days’ notice, GoZero reserves the right to either:
charge an additional fee amounting to the greater of 25% of the Services Fee in question or one man-day at the then current rate
or
where the costs and resources cannot be defrayed, charge all or part of the Services Fee as appropriate.
10. Cancellation (recovery of administrative costs)
Should the Client wish to cancel or withdraw from the Contract and without prejudice to GoZero ’s other rights and remedies hereby reserved, GoZero shall charge and be entitled to recover the full fee for work already conducted, and an additional fee amounting to a maximum of 50% of the outstanding value of the contract in question.
11. Termination
11.1 Either party may terminate the Contract: By notice
Either party may give three months written notice to the other and the Contract shall terminate upon expiry of said three-month period.
Or
By default
Immediately upon either party being notified in writing by the other of any material breach of this Contract and the material breach, not being remedied within 14 days from the date of receipt of said notification.
If either party goes into liquidation, receivership or an administrator is appointed for all or part of the undertaking thereof.
If either party ceases to trade, whether in whole or in part.
12. Liability
12.1 Subject to Clause 15.2 below the aggregate liability of GoZero, or its respective offices, representatives and employees, to the Client for all direct loss in contract, tort or otherwise arising out of or in connection with this Contract shall be limited to 150% of the payments due by the Client to GoZero within the calendar year of the date that such liability arises.
12.2 Except in respect of death or personal injury caused by negligence of GoZero or fraudulent misrepresentation in respect of which liability shall be unlimited, GoZero shall not be liable to the Client for any loss of profit (whether direct or indirect), contracts or goodwill, loss or corruption of data or for any indirect, special or consequential loss or damage or any other claims for compensation whatsoever which arise out of or in connection with performance or non-performance of the Contract by GoZero .
13. Indemnity
- Illness, injury or death to any personnel of GoZero, the Client, its subcontractors, suppliers or customers, together with any of their employees, agents or directors other than where due to the negligence of GoZero; and
- Damage to or loss of property or equipment owned, leased or used by GoZero (except to the extent that GoZero has liability under the immediately preceding Clause (Liability)
13.1 The Client shall fully and effectively indemnify GoZero and keep GoZero indemnified against all loss of or damage to any property or costs, expenses, claims, actions, demands and liabilities due to any breach of the Contract by the Client.
14. Force Majeure
GoZero shall not be liable in any respect should it be delayed or prevented from discharging its obligations under the Contract as a result of any matter beyond its reasonable control (“Force Majeure”) and the time for performance shall be extended by the period of Force Majeure.
15. Confidentiality
GoZero and the Client will treat any information which comes into their possession, the possession of their employees, agents or others by virtue of the Contract as strictly confidential and will not disclose to any third party without prior written consent of the other, except as may be required by law. The foregoing obligations as to confidentiality shall be maintained beyond the termination of the Contract.
16. Law
All matters arising out of or in connection with this Contract shall be governed in accordance with English Law and the parties submit to the jurisdiction of the English Courts or any Court of competent jurisdiction as determined by GoZero.
17. Warranty
17.1 GoZero warrants that it will provide the services with reasonable care and skill.
17.2 Subject to the foregoing, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise, are hereby excluded to the fullest extent permitted by law.
18. Waiver of Remedies
Any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder shall not operate as a waiver of any breach or default by the other party. A right under this Contract may only be waived if in writing and signed by an authorised representative.
19. Entire Agreement
19.1 This Contract (as defined in Clause 2.1) supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to its subject matter.
19.2 GoZero reserves the right to make modifications by giving the Client not less than fourteen (14) days’ notice of the modification, with the Contract as modified applying immediately on the expiry of such notice.
20. Assignment
Neither party shall assign the Contract or any of its rights and obligations hereunder whether in whole or in part without the prior written consent of the other.
21. Invalidity and Severability
If any provision of the Contract shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provisions shall not affect the other provisions of the Contract and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.
22. Headings
Headings and numberings of Clauses are for ease of reference only and shall not affect the interpretation or construction of the Contract.
